SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Dacar Robert Curt

(Last)

(First)

(Middle)

C/O KEANE GROUP, INC.

2121 SAGE ROAD, SUITE 370

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/03/2017

3. Issuer Name and Ticker or Trading Symbol
Keane Group, Inc. [ FRAC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Commercial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	104,187	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Contingent Value Rights (Put Equivalent)⁽¹⁾	04/10/2018	04/10/2018	Common Stock	104,187	$19⁽²⁾	D

Explanation of Responses:

1. Keane Group, Inc. (the "Company") acquired RockPile Energy Services, LLC ("RockPile") pursuant to a Purchase Agreement, dated May 18, 2017, by and among the Company, RockPile and holders of equity interests of RockPile (the "Acquisition"). In connection with the Acquisition, Robert Curt Dacar (the "Reporting Person"), as a RockPile equityholder, was entitled to elect to receive consideration including, but not limited to, 104,187 shares of the Company's common stock and 104,187 contingent value rights ("CVRs"), as described in the Contingent Value Rights Agreement, dated July 3, 2017, by and among the Company, RockPile and certain other equityholders of RockPile, including the Reporting Person (the "CVR Agreement").

2. Each CVR entitles the holder to receive, on April 10, 2018, a cash payment equal to the excess, if any, of $19.00 over the value-weighted average price of a share of common stock over a certain period as described in the CVR Agreement; provided that such cash payment per CVR (i) shall not exceed $2.30 and (ii) may be further limited under certain circumstances as described in the CVR Agreement.

Remarks:

	/s/ Kevin McDonald, attorney-in-fact	07/05/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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